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QUESTION: What is the difference between the contractual terms ‘reasonable endeavours’ and ‘best endeavours’?

It is not unusual to come across an obligation to use ‘best’ or ‘reasonable’ endeavours, but it is difficult to pinpoint how these requirements differ in practice. There is no precise definition and each obligation depends on the particular case.

To use ‘reasonable endeavours’, is a less onerous obligation than ‘best endeavours’ and ‘all reasonable endeavours’ is the midpoint between the other two.

Imagine a list of all the things necessary to achieve something. To use ‘all reasonable endeavours’ would be to do all the things on that list and to use ‘reasonable endeavours’ would be to do some of those things.

When using ‘reasonable endeavours’, a party is entitled to weigh up all relevant considerations and decide, on balance, to act one way or another.

To use ‘best endeavours’ is ‘to take all those steps in [the party’s] power, which are capable of producing the desired results’ - those steps being ones that a ‘prudent, determined and reasonable’ person would take. Such an obligation falls short of an absolute obligation to do something and certainly cannot amount to taking an imprudent course of action.

To use ‘best endeavours’ is something less than efforts that go beyond the bounds of reason but are ‘more than casual and intermittent activities’.

To use ‘best endeavours’ is to employ a considerable amount of effort, but falls short on an absolute obligation. Using ‘reasonable endeavours’ means making some effort, but other commercial considerations can come into play - for example, the likelihood of success in pursuing a particular course of action.

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